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EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
BEACH COUCH, INC.
(a Delaware Corporation)
ACQUISITION OF
▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
(a British Virgin Islands Corporation)
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TABLE OF CONTENTS
RECITALS
AGREEMENT
1. Plan of Reorganization
1.1 Acquisition
1.2 Exchange of Shares
1.3 Change in Management of ELAW-USA
1.4 Taxes
2. Closing
2.1 Delivery of Shares
2.2 Closing Requirements
3. Representations of Stockholders and ELAW-BVI
3.1 Organization
3.2 Capitalization
3.3 Authority
3.4 ELAW-BVI Stockholders
3.5 Due Diligence
3.6 Approvals and Consent
3.7 Financial Statements
3.8 Undisclosed Liabilities
3.9 Assets
3.10 Litigation
3.11 Applicable Laws
3.12 Taxes
3.13 Breach of Contracts
3.14 ELAW-BVI Disclosure
3.15 Stockholder Disclosure
4. Representations of ELAW-USA
4.1 Organization
4.2 Capitalization
4.3 Authority
4.4 Due Diligence
4.5 Approvals and Consent
4.6 Litigation
4.7 Financial Statements
4.8 Applicable Laws
4.9 Breach of Contracts
4.10 Taxes
4.11 ELAW-USA Disclosure
4.12 Undisclosed Liabilities
4.13 Delivery of Records
5. Indemnification
6. Mutual Covenants of the Parties
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7. Restrictions on Transfer of Shares
8. Nature and Survival of Representations
9. Miscellaneous
9.1 Undertakings and Further Assurances
9.2 Waiver
9.3 Notices
9.4 Headings
9.5 Governing Law and Arbitration Provision
9.6 Binding Effect
9.7 Entire Agreement
9.8 Time
9.9 Expenses
9.10 Severability
9.11 Counterparts and Facsimile Signatures
SIGNATURE PAGE
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AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (this "Agreement") is entered
into as of the 26th day of April, 2000, by and among BEACH COUCH, INC., a
Delaware corporation ("ELAW-USA"); ▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a British Virgin Islands
corporation ("ELAW-BVI"), and the individual shareholders of ELAW-BVI identified
on the signature page hereof.
RECITALS
WHEREAS, Stockholders owns 100% of the issued and outstanding common
stock of ELAW-BVI (an aggregate of 20,000,000 shares); and
WHEREAS, ELAW-USA desires to acquire all of the issued and outstanding
common stock of ELAW-BVI owned by Stockholders, and Stockholders desires to
exchange all of their shares of common stock in ELAW-BVI for shares of common
stock of ELAW-USA;
NOW, THEREFORE, for and in consideration of the mutual covenants and
representations and warranties of each other contained herein and other good and
valuable consideration, the receipt of which is hereby acknowledged, ELAW-USA,
ELAW-BVI and Stockholders agree as follows:
1. Plan of Reorganization. The Plan of Reorganization is as follows:
1.1 Acquisition. At the Closing, ELAW-USA shall acquire from Stockholders, and
Stockholders shall sell, transfer, assign and convey to ELAW-USA 100% of all the
issued and outstanding shares of common stock of ELAW-BVI (the "ELAW-BVI
Shares", in exchange for an aggregate of 20,000,000 shares of ELAW-USA's common
stock (the "ELAW-USA Shares"). The ELAW-USA Shares issued shall have the rights,
restrictions and privileges set forth in ELAW-USA's Articles of Incorporation
and in the stock certificates therefor. Upon the Closing, ELAW-BVI shall become
a wholly-owned subsidiary of ELAW-USA.
1.2 Exchange of Shares. To consummate the acquisition, ELAW-USA Shares shall be
delivered by ELAW-USA to Stockholders in exchange for 100% of the ELAW-BVI
Shares and 100% of the ELAW-BVI Shares owned by Stockholders, as specified on
the signature page hereof.
1.3 Change in Management of ELAW-USA. Upon execution of this Agreement, the
officers and directors of ELAW-USA shall be:
Name Position
---- --------
▇▇▇▇▇▇ ▇▇▇ (▇▇▇▇▇▇).........................President
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇.........................Secretary
To Be Nominated.............................Treasurer
To Be Nominated.............................Director
To Be Nominated.............................Director
To Be Nominated.............................Director
1.4 Taxes. Each party shall be responsible for and shall pay any and all taxes
charges or fees attributable to such party, including individual state and
federal income taxes, arising out of, or by reason of, the exchange of ELAW-USA
Shares for the ELAW-BVI Shares, or otherwise in connection with the transactions
contemplated hereby. Each party hereto represents and warrants that he has
relied solely on the opinions or advice of his own professional advisors with
respect to the tax consequences of this transaction, if any, and has not relied
on the opinions or advice of the other parties or his professional advisors in
any way with respect to the tax consequences of this transaction.
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2. Closing. The closing of the reorganization and the transactions contemplated
in this Agreement (the "Closing") shall be deemed to take place upon execution
of this Agreement by all of the parties hereto, whereupon Stockholders shall be
deemed to have accepted delivery of the certificates of ELAW-USA Shares to be
issued in their names, and in connection therewith, shall make delivery of their
ELAW-BVI Shares to ELAW-USA.
2.1 Delivery of Shares. Upon execution of this Agreement, Stockholders shall
deliver their respective certificates representing the ELAW-BVI Shares duly
endorsed in blank, free and clear of all claims and encumbrances, to counsel to
ELAW-USA, and ELAW-USA shall issue and deliver ELAW-USA Shares to counsel to
Stockholders. The ELAW-USA Shares shall be duly issued in the name of
Stockholders, and shall be duly recorded on the books and records of ELAW-USA.
2.2 Closing Requirements. Subsequent to Closing, each of the parties shall
execute and deliver such instruments and documents and take such other actions
as may, in the reasonable opinion of counsel for each, be required to complete
the transactions under this Agreement. It is contemplated that within ten (10)
business days after the date of this Agreement, the following documents shall
have been delivered and the following activities shall have taken place, all of
which shall be deemed to have occurred contemporaneously at the Closing:
a) the securities to be delivered pursuant to Subparagraph 2.1 have
been delivered to the respective parties, duly endorsed or issued as
the case may be;
b) delivery of all corporate records of ELAW-USA, ELAW-BVI to the new
management, as set forth in Paragraph 1.4, including without
limitation, corporate minute books (which shall contain copies of
the Articles of Incorporation and Bylaws, as amended to the
Closing), stock books, stock transfer books, corporate seals,
contracts, licenses and sub-licenses, non-disclosure and
confidentiality agreements, and such other corporate books and
records as may be reasonably requested;
c) copies of resolutions by ELAW-BVI's Board of Directors authorizing
this Agreement;
d) copies of resolutions by ELAW-USA's Board of Directors authorizing
this Agreement; and
e) the parties hereto have signed and delivered such other instruments
and documents, if any, relating to and effecting the transactions
contemplated herein.
3. Representations of Stockholders and ELAW-BVI. Stockholders and ELAW-BVI
hereby represent and warrant that effective this date, the representations and
warranties listed below are true and correct:
3.1 Organization. ELAW-BVI is a corporation duly incorporated, validly existing
and in good standing under the laws of the British Virgin Islands with full
power and authority to own and use its properties and conduct its business as
presently conducted by it. ELAW-BVI has furnished ELAW-USA with copies of the
Articles of Incorporation and the Bylaws of ELAW-BVI, including all amendments
thereto. Such copies are true, correct and complete and contain all amendments
through the date hereof, which, together with this Agreement, are sufficient to
effect the transactions hereunder and evidence the intent of the parties hereto.
3.2 Capitalization. The authorized stock of ELAW-BVI consists of (a) 20,000,000
shares of common stock, and (b) no shares of preferred stock. 20,000,000 shares
of common stock have been issued All shares issued and outstanding are duly and
validly authorized and issued and are fully paid and nonassessable. ELAW-BVI
does not have outstanding any security convertible into, or any warrant, option
or other right to subscribe for or acquire any equity interest in ELAW-BVI.
3.3 Authority. ELAW-BVI has the requisite corporate authority to enter into and
perform its obligations under this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof. The execution and
delivery of this Agreement by ELAW-BVI and the consummation of the
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transactions contemplated hereby will not violate or conflict with any
provisions of the Articles of Incorporation, as amended, or Bylaws of ELAW-BVI
or contravene any law, rule, regulation, court or administrative order binding
on it, or result in the breach of or constitute a default in the performance of
any material obligation, agreement, covenant or condition contained in any
material contract, lease, judgment, decree, order, award, note, loan or credit
agreement or any other material agreement or instrument to which ELAW-BVI is a
party or by which it is bound, the default or breach of which would have a
material adverse effect on the property and assets of ELAW-BVI, considered as a
whole. ELAW-BVI has taken all requisite corporate action to authorize and
approve the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby. Upon due execution and
delivery of this Agreement, this Agreement will constitute a valid, legal and
binding obligation of ELAW-BVI and Stockholders enforceable against them in
accordance with its terms.
3.4 ELAW-BVI Shareholders. Stockholders are the owners of 100% of the issued and
outstanding common stock of ELAW-BVI; such ELAW-BVI Shares are free and clear
from any security interests, claims, liens, or other encumbrances; and
Stockholders have the unqualified right to transfer and dispose of their
ELAW-BVI Shares. Stockholders will deliver, upon reasonable demand of ELAW-USA,
any approvals, consents or other authorizations to ELAW-USA and said approvals,
consents and other authorizations will have been duly executed, valid and
binding.
3.5 Due Diligence. ELAW-BVI has furnished to ELAW-USA copies of all documents
requested by ELAW-USA. No "due diligence" investigations undertaken by ELAW-USA
shall in any event relieve ELAW-BVI or Stockholders of their responsibilities
for the accuracy and completeness of any representation or warranty of ELAW-BVI
or of Stockholders contained herein or the performance of any covenant or
agreement of ELAW-BVI or of Stockholders contained herein.
3.6 Approvals and Consent. No approval, authorization or other action by, or
filing with, any third-party, including a governmental authority is required in
connection with the execution, delivery and performance by ELAW-BVI and
Stockholders of their obligations under this Agreement and their respective
performance of the transactions contemplated hereby.
3.7 Financial Statements. ELAW-BVI has provided unaudited financial statements
of ELAW-BVI for the period from inception through the date of Closing.
3.8 Undisclosed Liabilities. ELAW-BVI has no liabilities or obligations
whatsoever that exceed ten percent (10%) of the total assets of ELAW-BVI, either
accrued, absolute, contingent or otherwise, except as disclosed on the unaudited
financial statements heretofore provided and those incurred in or as a result of
the ordinary course of business of ELAW-BVI subsequent to the date of the
financial statements.
3.9 Assets. The assets of ELAW-BVI as set forth in the unaudited financial
statements heretofore provided have been acquired in bona fide transactions,
fully supported by appropriate instruments of assignment, sale, or transfer,
where appropriate, and are offset by no liabilities or contingencies,
contractual or otherwise, except as indicated in the financial statements.
3.10 Litigation. ELAW-BVI is not involved in any pending litigation or
governmental investigation or proceeding and, to the best knowledge of ELAW-BVI
and Stockholders, no litigation, claims, assessments, or governmental
investigation or proceeding is threatened against ELAW-BVI, its Stockholders or
properties.
3.11 Applicable Laws. ELAW-BVI has complied with all applicable laws in
connection with its formation, issuance of securities, organization,
capitalization and operations, and no contingent liabilities have been
threatened or claims made, and no basis for the same exists with respect to said
operations, formation or capitalization, including claims for violation of any
state or federal securities laws.
3.12 Taxes. ELAW-BVI has filed all governmental, tax or related returns and
reports due or required to be filed and has paid all taxes or assessments which
have become due as of the date of this Agreement, including any employment
related taxes and withholdings, and ELAW-BVI, to the best of its knowledge, is
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not subject to a tax audit by any federal, state or local tax authority and its
properties are not subject to any tax liens.
3.13 Breach of Contracts. ELAW-BVI has not breached, nor is there any pending or
threatened claims or any legal basis for a claim that ELAW-BVI has breached, any
of the terms or conditions of any agreements, contracts or commitments to which
it is a party or is bound and the execution and performance hereof will not
violate any provisions of applicable law of any agreement to which ELAW-BVI is
subject.
3.14 ELAW-BVI Disclosure. At the date of this Agreement, ELAW-BVI has disclosed
all events, conditions and facts materially affecting the business and prospects
of ELAW-BVI. ELAW-BVI has not withheld disclosure of any such events,
conditions, and facts which it, through management, has knowledge of, or has
reasonable grounds to know, which may materially affect the business and
prospects of ELAW-BVI.
3.15 Stockholder Disclosure. Each Stockholder hereby represents that the
materials prepared and delivered by ELAW-USA to Stockholders will have been read
and understood by such Stockholder, that he is familiar with the business of
ELAW-USA, that he is acquiring the ELAW-USA Shares under Section 4(2) of the
Securities Act of 1933, (the "Act"), commonly known as the private offering
exemption, and that the shares are restricted and may not be resold, except in
reliance upon an exemption under the Act.
4. Representations of ELAW-USA. ELAW-USA hereby represents and warrants that
effective this date, the representations and warranties listed below are true
and correct:
4.1 Organization. ELAW-USA is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware with full power and
authority to own and use its properties and conduct its business as presently
conducted by it. ELAW-USA is duly qualified and in good standing to do business
as a foreign corporation in any other jurisdiction where failure to so qualify
would have a material adverse effect on its business or assets. ELAW-USA has
made available to Stockholders copies of the Articles of Incorporation and the
Bylaws of ELAW-USA, including all amendments thereto. Such copies are true,
correct and complete and contain all amendments through the date hereof,
together with this Agreement, which are sufficient to effect the transactions
hereunder and evidence the intent of the parties hereto.
4.2 Capitalization. The authorized stock of ELAW-USA consists of (a) one hundred
million shares of common stock and (b)ten million shares preferred stock.
Immediately prior to the Closing, there will be five million shares of common
stock outstanding and no shares of preferred stock issued and outstanding, prior
to the issuance of the 20,000,000 ELAW-USA Shares to be delivered at Closing
pursuant to this Agreement. At the time of their issuance and delivery pursuant
to this Agreement, all ELAW-USA Shares to be issued pursuant to the terms hereof
shall be duly and validly authorized and issued, fully paid and nonassessable.
Except as disclosed in writing prior to Closing, ELAW-USA does not have
outstanding any security convertible into, or any warrant, option or other right
to subscribe for or acquire any shares of stock of ELAW-USA; nor is ELAW-USA
under any obligation, whether written or oral, to issue any of its securities.
4.3 Authority. ELAW-USA has the requisite corporate authority to enter into and
perform its obligations under this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof. The execution and
delivery of this Agreement by ELAW-USA and the consummation of the transactions
contemplated hereby will not violate or conflict with any provisions of the
Articles of Incorporation, as amended, or Bylaws of ELAW-USA or contravene any
law, rule, regulation, court or administrative order binding on it, or result in
the breach of or constitute a default in the performance of any material
obligation, agreement, covenant or condition contained in any material contract,
lease, judgment, decree, order, award, note, loan or credit agreement or any
other material agreement or instrument to which ELAW-USA is a party or by which
it is bound, the default or breach of which would have a material adverse effect
on the property and assets of ELAW-USA, considered as a whole. ELAW-USA has
taken all requisite corporate action to authorize and approve the execution,
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delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby. Upon due execution and delivery of this
Agreement, this Agreement will constitute a valid, legal and binding obligation
of ELAW-USA enforceable against it in accordance with its terms.
4.4 Due Diligence. ELAW-USA has furnished to Stockholders copies of all
documents requested by Stockholders. No "due diligence" investigations
undertaken by Stockholders shall in any event relieve ELAW-USA or its current
officers and directors of their responsibilities for the accuracy and
completeness of any representation or warranty of ELAW-USA contained herein or
the performance of any covenant or agreement of ELAW-USA contained herein.
4.5 Approvals and Consent. No approval, authorization or other action by, or
filing with, any third-party, including a governmental authority is required in
connection with the execution, delivery and performance by ELAW-USA of its
obligations under this Agreement and its performance of the transactions
contemplated hereby.
4.6 Litigation. ELAW-USA is not involved in any pending litigation or
governmental investigation or proceeding and, to the best knowledge of ELAW-USA,
no litigation, claims, assessments, or governmental investigation or proceeding
is threatened against ELAW-USA, its Stockholders or properties.
4.7 Financial Statements. ELAW-USA has provided to Stockholders copies of its
periodic filings with the Securities and Exchange Commission, which include
audited financial statements of ELAW-USA prepared in accordance with the
requirements of Regulation S-B of the Securities Act of 1933, as amended (the
"Act"), for the most recent fiscal year end.
4.8 Applicable Laws. ELAW-USA has complied with all state, federal and local
laws in connection with its formation, issuance of securities, organization,
capitalization and operations, and no contingent liabilities have been
threatened or claims made, and no basis for the same exists with respect to said
operations, formation or capitalization, including claims for violation of any
state or federal securities laws.
4.9 Breach of Contracts. ELAW-USA has not breached, nor is there any pending or
threatened claims or any legal basis for a claim that ELAW-USA has breached, any
of the terms or conditions of any agreements, contracts or commitments to which
it is a party or is bound and the execution and performance hereof will not
violate any provisions of applicable law of any agreement to which ELAW-USA is
subject.
4.10 Taxes. ELAW-USA has filed all governmental, tax or related returns and
reports due or required to be filed and has paid all taxes or assessments which
have become due as of the date of this Agreement, including any employment
related taxes and withholdings, and ELAW-USA, to the best of its knowledge, is
not subject to a tax audit by any federal, state or local tax authority and its
properties are not subject to any tax liens. ELAW-USA will cause to be filed or
prepared, as applicable, by the date of this Agreement, all federal, state,
county and local income, excise, property and other tax returns, forms, or
reports, which are due or required to be filed by it prior to the date of this
Agreement.
4.11 ELAW-USA Disclosure. At the date of this Agreement, ELAW-USA has disclosed
all events, conditions and facts materially affecting the business and prospects
of ELAW-USA. ELAW-USA has not withheld disclosure of any such events,
conditions, and facts which it, through management, has knowledge of, or has
reasonable grounds to know, which may materially affect the business and
prospects of ELAW-USA.
4.12 Undisclosed Liabilities. ELAW-USA has no material liabilities or
obligations whatsoever, either accrued, absolute, contingent or otherwise,
except as disclosed on the audited financial statements heretofore provided.
4.13 Delivery of Records. ELAW-USA shall deliver the corporate financial
records, minute books, and other documents and records in their entirety to the
new management as contemplated by Subparagraph 1.3.
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5. Indemnification. The parties hereby agree that for a period of two years
commencing the date hereof, and in accordance with the terms of Paragraph 8,
each party to this Agreement shall indemnify and hold harmless each other party
at all times after the date of this Agreement against and in respect of any
third-party liability, damage or deficiency, all actions, suits, proceedings,
demands, assessments, judgments, costs and expenses, including attorney's fees,
incident to any of the foregoing, resulting from any misrepresentation, breach
of covenant or warranty or nonfulfillment of any agreement on the part of such
party under this Agreement or from any misrepresentation in or intentional
omission from any document or certificate furnished or to be furnished to a
party hereunder. Subject to the terms of this Agreement, the defaulting party
shall reimburse the other party or parties with respect to such third-party's
actions on demand, for any reasonable payment made by said parties at any time
after the Closing, in respect of any liability or claim to which the foregoing
indemnity relates, if such payment is made after reasonable notice to the other
party to defend or satisfy the same and such party failed to defend or satisfy
the same. In the event a third-party action is threatened or commenced but not
resolved within said two-year period, the parties hereby agree to extend this
indemnification through resolution of the third-party action.
In addition, each party agrees to indemnify each other party for any
loss incurred as a result of the subsequent discovery of any liability that is
not disclosed in the financial statements or schedules provided under this
Agreement that was known to such knowledgeable party or parties at the time of
the Closing.
6. Mutual Covenants of the Parties. ELAW-USA, ELAW-BVI and Stockholders each
covenant and agree to execute any further documents or agreements and to take
any further acts that may be reasonably necessary to effect the transactions
contemplated hereunder, including, but not limited to, obtaining any consents or
approvals of any third-party required to be obtained to consummate the
transactions contemplated by this Agreement.
7. Restrictions on Transfer of Shares. The parties hereto acknowledge that all
securities transferred and/or issued in connection with the transactions
contemplated hereby are restricted as to transfer and the certificates therefore
shall bear legends to such effect and no transfer of any shares may be effected,
except pursuant to an effective registration statement prepared and filed
pursuant to the Act or pursuant to an exemption from registration thereunder, as
evidenced by an opinion of counsel or as otherwise allowed under the laws of
descent and distribution.
8. Nature and Survival of Representations. All representations, warranties and
covenants made by any party in this Agreement shall survive the Closing
hereunder and the consummation of the transactions contemplated hereby for two
(2) years from the date hereof. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not upon
any investigation upon which it might have made or any representations,
warranty, agreement, promise or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.
9. Miscellaneous.
9.1 Undertakings and Further Assurances. At any time, and from time to time,
hereafter, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to carry out the intent
and purposes of this Agreement.
9.2 Waiver. Any failure on the part of any party hereto to comply with any of
its obligations, agreements or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.
9.3 Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered in person or sent by prepaid
first class registered or certified mail, return
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receipt requested, or by Federal Express or other means of overnight delivery to
the addresses set forth on the signature page hereof.
9.4 Headings. The paragraph and subparagraph headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
9.5 Governing Law and Arbitration Provision. This Agreement shall be governed by
the laws of the State of Colorado. Any dispute arising directly or indirectly
from this Agreement shall be settled by arbitration within the State of Colorado
(as designated by ELAW-USA). Any arbitration will be conducted by the American
Arbitration Association in accordance with its Rules of Commercial Arbitration,
and judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. The parties hereto agree that service by
certified mail to their business addresses shall constitute sufficient service
of process of any proposed arbitration.
9.6 Binding Effect. This Agreement shall be binding upon the parties hereto and
inure to the benefit of the parties, his respective heirs, administrators,
executors, successors and assigns. This Agreement shall not be assigned by any
party hereto, except upon the consent, in writing, of the other parties hereto.
9.7 Entire Agreement. This Agreement, including any documents delivered pursuant
to the terms hereof, is the entire agreement of the parties covering everything
agreed upon or understood with respect to the transactions contemplated hereby
and supersedes all prior agreements, covenants, representations or warranties,
whether written or oral, by any party hereto. There are no oral promises,
conditions, representations, understandings, interpretations or terms of any
kind as conditions or inducements to the execution hereof.
9.8 Time. Time is of the essence. The parties each agree to proceed promptly and
in good faith to consummate the transactions contemplated herein.
9.9 Expenses. Each of the parties hereto shall pay its own expenses incurred in
connection with the authorization, preparation, execution and performance of
this Agreement and obtaining any necessary regulatory approvals, including,
without limitation, all fees and expenses of his respective counsel.
9.10 Severability. If any part of this Agreement is deemed to be unenforceable
the balance of the Agreement shall remain in full force and effect.
9.11 Counterparts and Facsimile Signatures. This Agreement and any Exhibits,
attachments, or documents ancillary hereto, may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument. Execution and
delivery of this Agreement by exchange of facsimile copies bearing the facsimile
signature of a party hereto shall constitute a valid and binding execution and
delivery of this Agreement by such party. Such facsimile copies shall constitute
enforceable original documents.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
BEACH COUCH, INC.
(A DELAWARE CORPORATION)
By: /s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ - President
Attest:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary
▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
(A BVI CORPORATION)
By: /s/ ▇▇▇▇▇▇ ▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇▇▇ - President
Attest:
/s/ Xuemu Chen
------------------------
Xuemu Chen, Secretary
STOCKHOLDERS OF ELAW-BVI:
1. ▇▇▇▇▇ ▇▇ - 6 million shares 30%
2. Cocal, Inc. - 6 million shares 30%
3. ▇▇▇▇▇▇ ▇▇▇ - 8 million shares 40%
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